$ARAT 8K out.
"Item 1.01
Entry into a Material Definitive Agreement.
On May 4, 2023 (the “Effective Date”), the Company and Cilandro SA, (Cilandro) entered into a Sales Purchase agreement, to acquire 100% of the share capital of Cilandro in a share swap transaction representing all the assets, licenses , and intellectual property of.
Pursuant to the provisions in the Sale Purchase Agreement, the Company will issue (one hundred and ten thousand) 110,000 shares of its common stock at fair market value as of the date of the Sale Purchase Agreement. In addition, the Company will issue a 10% convertible note for (Fifty Eight Thousand Dollars) $58,000 with a maturity date of December 31, 2023. The convertible note has an option to convert into the Company’s common stock with a conversion price of (One Dollar) $1.0000.The common shares issued for the conversion if exercised, shall be issued with a restriction under Rule 144 of the U.S. Securities and Exchange Commission Act of 1934.
The completion of the sale must be reported and approved by SOFIT a self-regulatory AML (Anti Money Laundering) regulatory body authorized by FINMA (Swiss Financial Market Supervisory Authority) in Switzerland. The seller will remain as a Director of Cilandro and have operational oversight on an ongoing basis. The Company shall commit to providing Directors and Officers insurance for Cilandro.
The Company shall recruit executives to manage the business and administrative activities of Cilandro. These individuals shall each enter into an employment agreement for executive-level roles with the subsidiary company for a term of not less than two years and receive reasonable compensation packages to include a competitive base salary..."
